The CHAIRMAN (also CHAIRPERSON, CHAIRWOMAN or CHAIR) is the highest
officer of an organized group such as a board , a committee , or a
deliberative assembly . The person holding the office is typically
elected or appointed by the members of the group. The chairman
presides over meetings of the assembled group and conducts its
business in an orderly fashion. When the group is not in session, the
officer's duties often include acting as its head, its representative
to the outside world and its spokesperson. In some organizations, this
position is also called _president _ (or other title), in others,
where a board appoints a president (or other title), the two different
terms are used for distinctly different positions.

Other terms sometimes used for the office and its holder include
_chair_, _chairperson_, _chairwoman_, _presiding officer_,
_president_, _moderator _, facilitator, and _convenor_. The
chairman of a parliamentary chamber is often called the _speaker _.

The term _chair_ is sometimes used in lieu of chairman, in response
to criticisms that using chairman is sexist . It is commonly used
today, and has been used as a substitute for chairman since the middle
of the 17th century, with its earliest citation in the Oxford English
Dictionary dated 1658-9, only four years after the first citation for
chairman.

USAGE

In his 1992
State of the Union address , then-U.S. President George
H. W. Bush used "chairman" for men and "chair" for women. A 1994
Canadian study found the _
Toronto Star _ newspaper referring to most
presiding men as "chairman", and to most presiding women as
"chairperson" or as "chairwoman". The _
Chronicle of Higher Education _
uses "chairman" for men and "chairperson" for women. An analysis of
the
British National Corpus found chairman used 1,142 times,
chairperson 130 times and chairwoman 68 times. The National
Association of Parliamentarians does not approve using "chairperson".
_
The Wall Street Journal _, _
The New York Times _ and United Press
International all use "chairwoman" or "chairman" when referring to
women, and forbid use of "chair" or of "chairperson" except in direct
quotations. In
World Schools Style debating , male chairs are
called "Mr. Chairman" and female chairs are called "Madame Chair".
The
FranklinCovey Style Guide for Business and Technical
Communication, as well as the
American Psychological Association style
guide, advocate using "chair" or "chairperson", rather than
"chairman". The Oxford Dictionary of American Usage and Style
suggests that the gender-neutral forms are gaining ground. It
advocates using "chair" to refer both to men and to women.

In the United States, the presiding officer of the lower house of a
legislative body, such as the House of Representatives , is frequently
titled the _Speaker_, while the upper house, such as the Senate , is
commonly chaired by a _President_.

The word _chair_ can refer to the place from which the holder of the
office presides, whether on a chair, at a lectern, or elsewhere.
During meetings, the person presiding is said to be "in the chair" and
is also referred to as "the chair".
Parliamentary procedure requires
that members address the "chair" as "Mr. (or Madam)
Chairman (or Chair
or Chairperson)" rather than using a name - one of many customs
intended to maintain the presiding officer's impartiality and to
ensure an objective and impersonal approach.

In the British music hall tradition, the
Chairman was the master of
ceremonies who announced the performances and was responsible for
controlling any rowdy elements in the audience. The role was
popularised on British TV in the 1960s and 1970s by
Leonard Sachs ,
the
Chairman on the variety show _
The Good Old Days _.

Major dictionaries state that the word derives from "chair" (a seat
or office of authority) and "man", a person. Some authorities,
however, including _Riddick\'s Rules of Procedure _, suggest that the
second part of _chairman_ derives from the Latin _manus_ ("hand"), and
thus claim gender-neutrality for the word.

"Chairman" as a quasi-title gained particular resonance when
socialist states from 1917 onward shunned more traditional leadership
labels and stressed the collective control of _soviets_ (councils or
committees) by beginning to refer to executive figureheads as
"
Chairman of the X Committee".
Vladimir Lenin , for example,
officially functioned as the head of Soviet Russia not as tsar or as
president but in roles such as "
Chairman of the Council of People's
Commissars of the Russian SFSR". Note in particular the popular
standard method for referring to
Mao Zedong : "
Chairman Mao"
(officially: First
Chairman of the Central
Committee of the Communist
Party of China).

VICE CHAIRMAN AND DEPUTY CHAIRMAN

A _vice-chairman_ or _deputy chairman_, subordinate to the chairman,
is sometimes chosen to assist the chairman and to serve as chairman
in the absence of the chairman, or when a motion involving the
chairman is being discussed. In the absence of the chairman and vice
chairman, groups sometimes elect a _chairman pro tempore _ to fill the
role for a single meeting. In some organizations that have both
titles, deputy chairman ranks higher than vice chairman, as there are
often multiple vice chairs but only a single deputy chair. This type
of deputy chairman title on its own usually has only an advisory role
and not an operational one (such as
Ted Turner at Time Warner).

An unrelated definition of vice chair describes an executive who is
higher ranking or has more seniority than an executive vice president
(EVP). Sometimes, EVPs report to a vice chair, who in turn reports
directly to the chief executive officer (CEO) (so vice chairs in
effect constitute an additional layer of management), while other vice
chairs have more responsibilities but are otherwise on an equal tier
with EVPs. Executive vice chairmen are usually _not_ on the board of
directors. The
Royal Bank of Canada previously used "vice chair" in
their inner management circle until 2004 but have since renamed them
group head.

PUBLIC CORPORATIONS

There are three common types of chairman in public corporations.

CHAIRMAN AND CEO

*
Chairman and CEO – The CEO may also hold the title of chairman,
in which case the board frequently names an independent member of the
board as a lead director.

EXECUTIVE CHAIRMAN

* Executive chairman – An office separate from that of CEO, where
the titleholder wields influence over company operations, such as
Larry Ellison of Oracle ,
Douglas Flint of
HSBC and
Steve Case of the
former
AOL Time Warner . In particular, the group chairmanship of HSBC
is considered the top position of that institution, outranking the
chief executive, and is responsible for leading the board and
representing the company in meetings with government figures. Prior to
the creation of the group management board in 2006, HSBC's chairman
essentially held the duties of a chief executive at an equivalent
institution, while HSBC's chief executive served as the deputy. After
the 2006 reorganization, the management cadre ran the business, while
the chairman oversaw the controls of the business through compliance
and audit and the direction of the business.

NON-EXECUTIVE CHAIRMAN

* Non-executive chairman – also a separate post from the CEO,
unlike an executive chairman, a non-executive chairman does not
interfere in day-to-day company matters. Across the world, many
companies have separated the roles of chairman and CEO, often
resulting in a non-executive chairman, saying that this move improves
corporate governance.

The non-executive chairman's duties are typically limited to matters
directly related to the board, such as:

* Chairing the meetings of the board.
* Organizing and coordinating the board's activities, such as by
setting its annual agenda.
* Reviewing and evaluating the performance of the CEO and the other
board members.

EXAMPLES

Many U.S. companies have an executive chairman, and this method of
organization is sometimes called the American model. Having a
non-executive chair is common in the United Kingdom and Canada, and is
sometimes called the British model. Expert opinion is rather evenly
divided over which is the preferable model overall.

Companies with both an executive chairman and a CEO include Ford ,
HSBC ,
Google , HP , and Apple .

In addition to the administrative or executive duties in
organizations, the chairman has the duties of presiding over meetings.
Such duties at meetings include:

* calling the meeting to order
* determining if a quorum is present
* announcing the items on the order of business or agenda as they
come up
* recognition of members to have the floor
* enforcing the rules of the group
* putting all questions (motions ) to a vote
* adjourning the meeting

While presiding, the chairman should remain impartial and not
interrupt a speaker if the speaker has the floor and is following the
rules of the group. In committees or small boards, the chairman votes
along with the other members. However, in assemblies or larger boards,
the chairman should vote only when it can affect the result. At a
meeting, the chairman only has one vote (i.e. the chairman cannot vote
twice and cannot override the decision of the group unless the
organization has specifically given the chairman such authority).

POWERS AND AUTHORITY

The powers of the chairman vary widely across organizations. In some
organizations the chairman has the authority to hire staff and make
financial decisions, while in others the chairman only makes
recommendations to a board of directors , and still others the
chairman has no executive powers and is mainly a spokesman for the
organization. The amount of power given to the chairman depends on the
type of organization, its structure, and the rules it has created for
itself.

DISCIPLINARY PROCEDURES

If the chairman exceeds the given authority, engages in misconduct,
or fails to perform the duties, the chairman may face disciplinary
procedures. Such procedures may include censure , suspension, or
removal from office . The rules of the particular organization would
provide details on who can perform these disciplinary procedures and
the extent that they can be done. Usually, whoever appointed or
elected the chairman has the power to discipline this officer.

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